blink charging co. - united states securities and ......blink charging co. and subsidiaries form...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 001-38392

BLINK CHARGING CO.(Exact name of registrant as specified in its charter)

Nevada 03-0608147

(State or other jurisdiction of incorporation or organization)

(I.R.S. EmployerIdentification No.)

407 Lincoln Road, Suite 704

Miami Beach, Florida 33139-3024(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (305) 521-0200

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which RegisteredCommon Stock BLNK The NASDAQ Stock Market LLC

Common Stock Purchase Warrants BLNKW The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ]Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] As of November 11, 2020, the registrant had 32,291,147 shares of common stock outstanding.

BLINK CHARGING CO. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020

TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and December 31, 2019 1

Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2019 2

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2020 and 2019 3

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2020 4

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2019 5

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 6

Notes to Unaudited Condensed Consolidated Financial Statements 8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 25

Item 3. Quantitative and Qualitative Disclosures About Market Risk. 32

Item 4. Controls and Procedures. 32 PART II - OTHER INFORMATION

Item 1. Legal Proceedings. 34 Item 1A. Risk Factors. 34 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 35 Item 6. Exhibits. 35

SIGNATURES 36

i

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


Condensed Consolidated Balance Sheets

September 30, 2020 December 31, 2019 (unaudited) Assets Current Assets:

Cash $ 14,863,434 $ 4,168,837 Marketable securities - 2,956,989 Subscription receivable 419,494 - Accounts receivable and other receivables, net 538,331 206,770 Inventory, net 2,822,332 2,157,295 Prepaid expenses and other current assets 523,087 671,033

Total Current Assets 19,166,678 10,160,924

Restricted cash 27,820 - Property and equipment, net 2,999,581 1,347,309 Operating lease right-of-use asset 719,241 258,102 Intangible assets, net 61,380 107,415 Goodwill 251,657 - Other assets 215,471 73,743

Total Assets $ 23,441,828 $ 11,947,493 Liabilities and Stockholders’ Equity Current Liabilities:

Accounts payable $ 3,207,674 $ 2,372,212 Accrued expenses 1,402,940 897,548 Accrued issuable equity 214,907 257,686 Current portion of notes payable 306,535 10,000 Current portion of operating lease liabilities 361,312 190,823 Contingent consideration 245,000 - Other current liabilities 78,804 73,598 Current portion of deferred revenue 365,660 567,613

Total Current Liabilities 6,182,832 4,369,480

Operating lease liabilities, non-current portion 370,698 84,838 Notes payable, non-current portion 562,018 - Other liabilities 90,000 58,164 Deferred revenue, non-current portion - 565

Total Liabilities 7,205,548 4,513,047

Series B Convertible Preferred Stock, 10,000 shares designated, 0 issued and outstanding as of September

30, 2020 and December 31, 2019 - - Commitments and contingencies (Note 10) Stockholders’ Equity:

Preferred stock, $0.001 par value, 40,000,000 shares authorized; Series A Convertible Preferred Stock, 20,000,000 shares designated, 0 shares issued and outstanding as

of September 30, 2020 and December 31, 2019 - - Series C Convertible Preferred Stock, 250,000 shares designated, 0 shares issued and outstanding as of

September 30, 2020 and December 31, 2019 - - Series D Convertible Preferred Stock, 13,000 shares designated, 0 and 5,125 shares issued and

outstanding as of September 30, 2020 and December 31, 2019, respectively - 5 Common stock, $0.001 par value, 500,000,000 shares authorized, 31,747,100 and 26,322,583 shares

issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 31,747 26,323 Additional paid-in capital 195,614,476 176,729,926 Accumulated other comprehensive income - 183,173 Accumulated deficit (179,409,943) (169,504,981)

Total Stockholders’ Equity 16,236,280 7,434,446

Total Liabilities and Stockholders’ Equity $ 23,441,828 $ 11,947,493

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1


Condensed Consolidated Statements of Operations

(unaudited)

For The Three Months Ended For The Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenues:

Charging service revenue - company-owned charging stations $ 162,654 $ 317,990 $ 569,528 $ 937,870 Product sales 556,859 319,254 2,608,636 704,472 Network fees 100,298 80,116 227,128 230,945 Warranty 13,950 8,400 30,429 44,192 Grant and rebate 2,580 4,578 11,071 17,817 Other 69,119 34,148 330,142 122,408

Total Revenues 905,460 764,486 3,776,934 2,057,704

Cost of Revenues:

Cost of charging services - company-owned charging stations 120,280 47,427 185,768 114,439 Host provider fees 36,852 110,628 150,367 273,704 Cost of product sales 34,925 246,071 1,426,801 547,191 Network costs 106,387 48,097 464,009 211,623 Warranty and repairs and maintenance 104,690 152,218 237,333 324,633 Depreciation and amortization 135,691 38,798 223,419 96,365

Total Cost of Revenues 538,825 643,239 2,687,697 1,567,955

Gross Profit 366,635 121,247 1,089,237 489,749 Operating Expenses:

Compensation 2,543,755 1,727,487 6,963,960 5,005,014 General and administrative expenses 1,143,476 455,879 2,460,012 1,198,070 Other operating expenses 592,279 726,033 1,618,897 1,773,626

Total Operating Expenses 4,279,510 2,909,399 11,042,869 7,976,710

Loss From Operations (3,912,875) (2,788,152) (9,953,632) (7,486,961) Other (Expense) Income:

Interest (expense) income, net (2,925) 15,961 18,185 54,114 Gain on settlement of debt - - - 310,000 Gain on settlement of accounts payable, net 3,492 93,184 22,578 253,607 Change in fair value of derivative and other accrued liabilities (52,232) (1,367) (68,271) (91,603)Other income 50,191 57,385 76,178 207,007

Total Other (Expense) Income (1,474) 165,163 48,670 733,125

Net Loss $ (3,914,349) $ (2,622,989) $ (9,904,962) $ (6,753,836)

Net Loss Per Share:

Basic $ (0.12) $ (0.10) $ (0.34) $ (0.26)

Diluted $ (0.12) $ (0.10) $ (0.34) $ (0.26)

Weighted Average Number of Common Shares Outstanding: Basic 31,379,636 26,242,567 28,859,057 26,216,266 Diluted 31,379,636 26,242,567 28,859,057 26,216,266


2


Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net Loss $ (3,914,349) $ (2,622,989) $ (9,904,962) $ (6,753,836)

Other Comprehensive (Loss) Income: Reclassification adjustments of gain on sale of marketable securities

included in net loss (84,836) - (183,173) - Change in fair value of marketable securities 20,079 (32,838) - 108,169

Total Comprehensive Loss $ (3,979,106) $ (2,655,827) $ (10,088,135) $ (6,645,667)


3


Condensed Consolidated Statement of Changes in Stockholders’ EquityFor the Nine Months Ended September 30, 2020

(unaudited)

Convertible Preferred

Stock Additional Accumulated

Other Total Series D Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Income Deficit Equity

Balance - January 1, 2020 5,125 $ 5 26,322,583 $ 26,323 $ 176,729,926 $ 183,173 $ (169,504,981) $ 7,434,446 Stock-based compensation - - - - 276,675 - - 276,675 Common stock issued upon conversion

of Series D convertible preferredstock (5,125) (5) 1,642,628 1,642 (1,637) - - -

Other comprehensive loss - - - - - (181,468) - (181,468) Net loss - - - - - - (2,961,100) (2,961,100) Balance - March 31, 2020 - $ - 27,965,211 $ 27,965 $ 177,004,964 $ 1,705 $ (172,466,081) $ 4,568,553 Common stock issued in publicoffering [1] - - 1,660,884 1,661 3,755,948 - - 3,757,609 Stock-based compensation - - 57,542 58 72,070 - - 72,128 Other comprehensive income - - - - - 63,052 - 63,052 Net loss - - - - - - (3,029,513) (3,029,513) Balance - June 30, 2020 - $ - 29,683,637 $ 29,684 $ 180,832,982 $ 64,757 $ (175,495,594) $ 5,431,829 Common stock issued in publicoffering [2] - - 1,861,087 1,861 14,456,744 - - 14,458,605 Common stock issued upon exercise of

warrants - - 195,529 196 144,117 - - 144,313 Stock-based compensation - - 6,847 6 164,629 - - 164,635 Options issued in satisfaction of

accrued issuable equity - - - - 16,004 - - 16,004 Other comprehensive loss - - - - - (64,757) - (64,757) Net loss - - - - - - (3,914,349) (3,914,349) Balance - September 30, 2020 - $ - 31,747,100 $ 31,747 $ 195,614,476 $ - $ (179,409,943) $ 16,236,280

[1] Includes gross proceeds of $3,998,618, less issuance costs of $241,009.[2] Includes gross proceeds of $14,954,705, less issuance costs of $496,100. As of September 30, 2020, $419,494 of net proceeds had not been received by the Company andwas included as a subscription receivable.


4


Condensed Consolidated Statement of Changes in Stockholders’ EquityFor the Nine Months Ended September 30, 2019

(unaudited)

Convertible Preferred

Stock Additional Accumulated

Other Total Series D Common Stock Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Income Deficit Equity Balance - January 1, 2019 5,141 $ 5 26,118,075 $ 26,118 $ 175,924,587 $ - $ (159,856,481) $ 16,094,229 Stock-based compensation - - 51,724 52 118,684 - - 118,736 Restricted stock issued in satisfaction

of accrued issuable equity - - 56,948 57 199,831 - - 199,888 Common stock issued upon conversion

of Series D convertible preferredstock (16) - 5,128 5 (5) - - -

Return and retirement of commonstock - - (8,066) (8) 8 - - - Other comprehensive income - - - - - 100,686 - 100,686 Net loss - - - - - - (1,893,627) (1,893,627) Balance - March 31, 2019 5,125 $ 5 26,223,809 $ 26,224 $ 176,243,105 $ 100,686 $ (161,750,108) $ 14,619,912 Restricted stock issued in satisfaction

of accrued issuable equity - - 12,995 13 40,142 - - 40,155 Stock-based compensation - - - - 185,632 - - 185,632 Other comprehensive income - - - - - 40,321 - 40,321 Net loss - - - - - - (2,237,220) (2,237,220) Balance - June 30, 2019 5,125 $ 5 26,236,804 $ 26,237 $ 176,468,879 $ 141,007 $ (163,987,328) $ 12,648,800 Stock-based compensation - - 20,000 20 59,232 - - 59,252 Restricted stock issued in satisfaction

of accrued issuable equity - - 4,630 4 12,311 - - 12,315 Other comprehensive loss - - - - - (32,838) - (32,838) Net loss - - - - - - (2,622,989) (2,622,989) Balance - September 30, 2019 5,125 $ 5 26,261,434 $ 26,261 $ 176,540,422 $ 108,169 $ (166,610,317) $ 10,064,540


5


Condensed Consolidated Statements of Cash Flows

(unaudited)

For The Nine Months Ended September 30, 2020 2019 Cash Flows From Operating Activities:

Net loss $ (9,904,962) $ (6,753,836)Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 436,546 210,042 Dividend and interest income - (45,566)Change in fair value of derivative and other accrued liabilities (68,271) (91,603)Provision for bad debt 98,417 91,507 Loss on disposal of fixed assets 98,478 72,985 Accrued interest converted to notes payable 2,887 - Gain on settlement of debt - (310,000)(Benefit) provision for slow moving and obsolete inventory (275,520) 189,243 Gain on settlement of accounts payable, net (22,578) (253,607)Non-cash compensation:

Common stock 182,004 380,399 Options 298,355 210,763

Changes in operating assets and liabilities: Accounts receivable and other receivables (57,380) (236,227)Inventory (1,713,432) (595,291)Prepaid expenses and other current assets 124,533 (167,512)Other assets (53,849) 4,121 Accounts payable and accrued expenses 1,041,742 84,794 Lease liabilities (141,463) (49,440)Deferred revenue (202,518) (115,184)

Total Adjustments (252,049) (620,576)

Net Cash Used In Operating Activities (10,157,011) (7,374,412)

Cash Flows From Investing Activities:

Purchase consideration for BlueLA Carsharing, LLC acquisition (1) - Cash acquired in the purchase of BlueLA Carsharing, LLC 3,379 - Proceeds from sale of marketable securities 2,773,816 - Purchases of property and equipment (680,673) (177,418)

Net Cash Provided By (Used In) Investing Activities 2,096,521 (177,418)

Cash Flows From Financing Activities:

Proceeds from issuance of notes payable 855,666 - Proceeds from warrant exercise 144,313 - Proceeds from sale of common stock in public offering [1] 17,835,886 - Payment of financing liability in connection with internal use software (52,958) -

Net Cash Provided By Financing Activities 18,782,907 -

Net Increase (Decrease) In Cash 10,722,417 (7,551,830)

Cash and Restricted Cash - Beginning of Period 4,168,837 15,538,849 Cash and Restricted Cash - End of Period $ 14,891,254 $ 7,987,019 Cash and restricted cash consisted of the following:

Cash $ 14,863,434 $ 7,987,019 Restricted cash 27,820 -

$ 14,891,254 $ 7,987,019 [1] Includes gross proceeds of $18,520,736, less issuance costs of $684,850.


6


Condensed Consolidated Statements of Cash Flows — Continued

(unaudited)

For The Nine Months Ended September 30, 2020 2019 Supplemental Disclosures of Cash Flow Information:

Cash paid during the periods for: Interest expense $ - $ -

Non-cash investing and financing activities: Common stock issued upon conversion of Series D convertible preferred stock $ 5 $ 5 Return and retirement of common stock $ - $ (8)Reduction of additional paid-in capital for public offering issuance costs that were previously paid $ (39,167) $ - Restricted stock issued in satisfaction of accrued issuable equity $ - $ 252,358 Options issued in satisfaction of accrued issuable equity $ 16,004 $ - Change in fair value of marketable securities $ - $ 108,169 Subscription receivable, net of issuance costs of $13,093 $ 419,494 $ - Right of use assets obtained in exchange for lease liabilities $ 597,812 $ -

Net assets (excluding cash) acquired in the acquisition of BlueLA Carsharing, LLC $ 84,481 $ -

Transfer of inventory to property and equipment $ (1,323,915) $ (344,217)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES AND BASIS OF PRESENTATION Organization and Operations Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator, and supplier of proprietary electric vehicle(“EV”) charging equipment and networked EV charging services. Blink serves both residential and commercial EV charging settings, enabling EV drivers to easily recharge atvarious location types. Blink offers its Property Partners a range of business models for EV charging equipment and services that generally fall into one of the four businessmodels below. ● In the Company’s comprehensive turnkey business model, Blink owns and operates the EV charging equipment, undertakes and manages the installation, maintenance

and related services, and Blink retains substantially all of the EV charging revenue. ● In the Company’s hybrid business model, the Property Partner incurs the installation costs, while Blink provides the charging equipment. Blink operates and manages the

EV charging station and provides connectivity of the charging station to the Blink Network. As a result, Blink shares a greater portion of the EV charging revenue withthe Property Partner than under the turnkey model above.

● In the Company’s host-owned business model, the Property Partner purchases, owns and manages the Blink EV charging station, and incurs the installation costs of the

equipment, while Blink provides site recommendations, connectivity to the Blink Network and optional maintenance services, and the Property Partner retainssubstantially all of the EV charging revenue.

● I n the Company’s Blink-as-a-service model, the Company owns and operate the EV charging station, while the Property Partner incurs the installation cost. The

Company operates and manages the EV charging station and the Property Partner pays Blink a fixed monthly fee and keeps all the charging revenues less networkconnectivity and processing fees.

Blink’s principal line of products and services is its Blink EV charging network (the “Blink Network”) and EV charging equipment, also known as electric vehicle supplyequipment (“EVSE”), and EV-related services. The Blink Network is a proprietary cloud-based software that operates, maintains, and tracks the Blink EV charging stations andtheir associated charging data. The Blink Network provides property owners, managers, and parking companies (“Property Partners”) with cloud-based services that enable theremote monitoring and management of EV charging stations and payment processing, and provides EV drivers with vital station information including station location,availability, and applicable fees. The Company has strategic partnerships across numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels, mixed-use, municipallocations, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums,supermarkets, transportation hubs, and workplace locations. As of September 30, 2020, the Company had deployed 15,716 charging stations, of which 6,944 were on the BlinkNetwork (5,512 Level 2 commercial charging units, 101 DC Fast Charging EV chargers, and 1,331 residential Level 2 Blink EV charging units), and the remainder are non-networked or on other networks (239 Level 2 commercial charging units, 8,333 residential Level 2 Blink EV charging stations and 200 charging stations acquired with theBlueLA acquisition). Risks and Uncertainties The Company continues to closely monitor the impact on its business of the current outbreak of a novel strain of coronavirus (“COVID-19”). The Company has takenprecautions to ensure the safety of its employees, customers and business partners, while assuring business continuity and reliable service and support to its customers. TheCompany has experienced what it expects is a temporary reduction in the usage of its charging stations, which has resulted in a decrease in its charging service revenue. Whilethe Company has not seen a significant adverse impact to its overall financial results from COVID-19, if the pandemic continues to cause significant negative impacts toeconomic conditions, the Company’s results of operations, financial condition and liquidity could be adversely impacted.

8



(UNAUDITED)

1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES AND BASIS OF PRESENTATION – CONTINUED Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United Statesof America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of theinformation and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting onlyof normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2020and for the three and nine months then ended. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the operatingresults for the full year ending December 31, 2020 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with theaudited consolidated financial statements and related disclosures of the Company as of December 31, 2019 and for the year then ended, which were filed with the Securities andExchange Commission (“SEC”) on April 2, 2020 as part of the Company’s Annual Report on Form 10-K. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Since the Annual Report on Form 10-K for the year ended December 31, 2019, there have been no material changes to the Company’s significant accounting policies, except asdisclosed in this note. LIQUIDITY As of September 30, 2020, the Company had cash, working capital and an accumulated deficit of $14,863,434, $12,983,846 and $179,409,943, respectively. During the threeand nine months ended September 30, 2020, the Company incurred a net loss of $3,914,349 and $9,904,962, respectively. During the nine months ended September 30, 2020,the Company used cash in operating activities of $10,157,011. Since April 17, 2020 and through November 11, 2020, the Company has sold 3,566,971 shares of common stock under an “at-the-market” equity offering program foraggregate gross proceeds of approximately $19.5 million. See Note 9 – Stockholders’ Equity. The Company expects that its cash on hand will fund its operations for a least 12 months after the issuance date of these financial statements. Since inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financings. The Company believes it has access to capitalresources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, ifat all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitableoperations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’sfuture capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products andservices, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies toenhance or complement its product and service offerings.

9



(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED CASH The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the condensed consolidated financialstatements. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurancelimits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its creditrisk by placing its cash and cash equivalents with major financial institutions. As of September 30, 2020, the Company had cash balances in excess of FDIC insurance limits of$14,590,675. As of December 31, 2019, the Company had cash balances in excess of FDIC insurance limits of $3,494,360. INVESTMENTS Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of othercomprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costsbased on the first-in, first-out method. The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as theextent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intentto hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to thedifference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investmentthen becomes the new amortized cost basis of the investment and it is not adjusted for subsequent recoveries in fair value. The following summarizes the Company’s investments as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Short-term investments: Available- for-sale investments $ - $ 2,956,989 The following is a summary of the unrealized gains, losses, and fair value by investment type as of September 30, 2020 and December 31, 2019: September 30, 2020

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Fixed income $ - $ - $ - $ - December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Fixed income $ 2,773,816 $ 183,173 $ - $ 2,956,989

10



(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED SUBSCRIPTION RECEIVABLE The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a stock subscription receivable as an asset on abalance sheet. When stock subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements underFASB ASC 505, the stock subscription receivable is reclassified as a contra account to stockholders’ equity on the balance sheet. REVENUE RECOGNITION The Company recognizes revenue primarily from four different types of contracts: ● Charging service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed.● Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is

at the time it ships the product to the customer.● Network fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a

straight-line basis over the contract term. Network fees are billed annually.● Other – Primarily related to charging service revenue from non-company-owned charging stations. Revenue is recognized from non-company-owned charging stations at the

point when a particular charging session is completed in accordance with a contractual relationship between the Company and the owner of the station. Other revenues arealso comprised of sales related to alternative fuel credits.

The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations: For The Three Months Ended For The Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenues - Recognized at a Point in Time:

Charging service revenue - company-owned charging stations $ 162,654 $ 317,990 $ 569,528 $ 937,870 Product sales 556,859 319,254 2,608,636 704,472 Other 69,119 34,148 330,142 122,408

Total Revenues - Recognized at a Point in Time 788,632 671,392 3,508,306 1,764,750 Revenues - Recognized Over a Period of Time:

Network and other fees 114,248 88,516 257,557 275,137 Total Revenues - Recognized Over a Period of Time 114,248 88,516 257,557 275,137

Total Revenue Under ASC 606 $ 902,880 $ 759,908 $ 3,765,863 $ 2,039,887

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior topayment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related goods or services, the Company recordsdeferred revenue until the performance obligations are satisfied. As of September 30, 2020, the Company had $242,258 related to contract liabilities where performance obligations have not yet been satisfied, which has been included withindeferred revenue on the condensed consolidated balance sheet as of September 30, 2020. The Company expects to satisfy its remaining performance obligations for networkfees and warranty revenue and recognize the revenue within the next 12 months. During the three and nine months ended September 30, 2020, the Company recognized $104,865 and $244,525, respectively, of revenues related to network fees and warrantycontracts, which were included in deferred revenues as of December 31, 2019. During the three and nine months ended September 30, 2020, there was no revenue recognizedfrom performance obligations satisfied (or partially satisfied) in previous periods.

11



(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED REVENUE RECOGNITION – CONTINUED Grants and rebates which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or periodicexpense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciationexpense of the related asset over their useful lives over the useful life of the charging station. During the three months ended September 30, 2020 and 2019, the Companyrecognized $2,580 and $4,578, respectively, related to grant and rebate revenue. During the nine months ended September 30, 2020 and 2019, the Company recognized $11,071and $17,817, respectively, related to grant and rebate revenue. At September 30, 2020 and December 31, 2019, there was $72,598 and $83,670, respectively, of deferredrevenues attributable to grants and rebates. CONCENTRATIONS As of September 30, 2020 and December 31, 2019, accounts receivable from a significant customer was 10% and 11% of accounts receivable, respectively. As of September30, 2020, accounts receivable from another significant customer was 28% of accounts receivable. During the three and nine months ended September 30, 2020, revenues fromone significant customer represented 10% and 32%, respectively, of total revenues. There were no revenue concentrations during the three and nine months ended September30, 2019. NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding duringthe period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common sharesoutstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasurystock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: For the Three and Nine Months Ended September 30, 2020 2019 Convertible preferred stock - 1,642,628 Warrants 7,143,360 6,840,049 Options 647,218 128,008 Unvested restricted common stock 103,713 - Total potentially dilutive shares 7,894,291 8,610,685 INCOME TAXES On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, amongst other things, includesprovisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax creditrefunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, theeffects of new legislation are recognized upon enactment. Accordingly, the CARES Act is effective beginning in the quarter ended March 31, 2020. The Company does notcurrently believe that such provisions will have a material impact on the Company’s condensed consolidated financial statements. RECLASSIFICATIONS Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results ofoperations or loss per share.

12



(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED RECENTLY ISSUED ACCOUNTING STANDARDS In April 2019, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update (“ASU”) No. 2019-04, “Codification Improvements to Topic 326,Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU 2019-04”). The new ASU provides narrow-scopeamendments to help apply these recent standards. The adoption of this ASU effective January 1, 2020 did not have a material impact on the Company’s consolidated financialstatements. In August 2020, FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’sOwn Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). Under ASU 2020-06, the embeddedconversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivativesunder Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a singleliability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method tobe applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, withearly adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. The Company is currently evaluating the effectof the adoption of ASU 2020-06 will have on its condensed consolidated financial statements and related disclosures. 3. BUSINESS COMBINATION On July 17, 2020, the Company signed a non-binding term sheet (“Term Sheet”) to acquire certain assets of an EV charging operator (“Operator”). Concurrently with signingthe Term Sheet, the Company provided a letter of financial support for a project awarded to the Operator and the state providing the project award. The Company committed tofund and invest up to $2.2 million in this state project representing the capital required to complete the development of the EV charger infrastructure whereby a grant of $1.76million would be received at the completion of this project. In the event that the Company does not execute an agreement with the Operator and close the acquisition pursuant tothe Term Sheet, the Company will be entitled to obtain the grant funds awarded in this project and take ownership and all rights and interests in all EV chargers, assets andrights relating to or arising from this project. On September 11, 2020 (“Closing Date”), the Company’s wholly-owned subsidiary, Blink Mobility, LLC (the “Purchaser”), entered into an Ownership Interest PurchaseAgreement (the “Agreement”) with Blue Systems USA, Inc. (the “Seller”), and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing,LLC (“BlueLA”).

The consideration by the Purchaser for the acquisition of BlueLA included: (a) a cash payment of $1.00, which was paid to the Seller at closing, and (b) in the event BlueLAtimely amends its carsharing services agreement with the City of Los Angeles, California dated January 17, 2017 (the “City of Los Angeles Agreement”), a cash payment to theSeller of $1,000,000, payable within three business days after such amendment (“Contingent Consideration”). The amendment to the City of Los Angeles Agreement must beobtained by BlueLA no later than December 31, 2020, subject to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser by theDecember 31, 2020 deadline its approval of the modifications to the City of Los Angeles Agreement, as more particularly outlined in the Agreement. The total considerationpaid or payable by the Purchaser excludes transaction costs. The Company has agreed to guaranty the performance of the Purchaser’s obligations under the Agreement as aninducement for the Seller to enter into the Agreement. The Company had acquired BlueLA in order to expand its presence in the State of California.

The Agreement contains customary representations, warranties and covenants for a transaction of this type and nature. Pursuant to the terms of the Agreement, the Seller willindemnify the Company, the Purchaser and their respective affiliates and representatives for breaches of the Seller’s representations and warranties, breaches of covenants andlosses related to pre-closing taxes of BlueLA. The Purchaser has agreed to indemnify the Seller and its affiliates and representatives for any breaches of the Purchaser’srepresentations and warranties, breaches of covenants and losses related to post-closing taxes of BlueLA. The representations and warranties under the Agreement will surviveuntil December 10, 2021.

13



(UNAUDITED)

3. BUSINESS COMBINATION – CONTINUED Pursuant to the Agreement, the Seller and BlueLA entered into a Transition Service Agreement pursuant to which the Seller and its affiliate, Bluecarsharing, S.A.S., agreed toprovide certain transition and support services to BlueLA and the Purchaser following the closing and until December 31, 2020. The Seller also guaranteed the payment of up to$175,000 in parking fees payable by BlueLA to the City of Los Angeles, and BlueLA agreed to pay the Seller for any as-yet uncollected grants and rebates that BlueLA isentitled to obtain under the City of Los Angeles Agreement. In addition, the Seller agreed that, until September 10, 2023, the Seller will not and will cause its subsidiaries oraffiliates not to directly or indirectly, (i) own, operate, acquire, or establish a business, or in any other manner engage alone or with others in carsharing and/or electric vehiclecharging operation, or activity in the State of California (whether as an operator, manager, employee, officer, director, consultant, advisor, representative or otherwise)excluding any de minimis ownership interest in any business); or (ii) intentionally induce or attempt to induce any customer, supplier or other business relation of BlueLA tocease or refrain from working with BlueLA, or in any way adversely interfere with the relationship between any such customer, supplier or other business relation and BlueLA.Lastly, the Seller provided a guarantee to BlueLA that BlueLA will only be liable for payments on the lease of 30 cars at a monthly fee of $500 per car per month, or $15,000per month in the aggregate, under the existing car lease agreement between BlueLA and SDV Cartrading LLC dated May 4, 2017 (“Car Lease Agreement”). Under the terms of the City of Los Angeles Agreement, amongst other obligations, during the initial term of the City of Los Angeles Agreement (defined as approximately sixyears from the effective date of the City of Los Angeles Agreement), BlueLA shall provide, manage, operate and maintain (i) usage agreements for electric vehicles in aquantity of no less than one hundred (100) (see payment terms of Car Lease Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) atapproximately forty (40) locations for an aggregate cost of approximately $20,000 per month. Following the initial term, the City of Los Angeles shall have the right to renewthe City of Los Angeles Agreement for renewal terms of two (2) years each, with prior notice required, for a maximum of three renewal terms. The Company has accounted for this transaction as a business combination under ASC 805. Accordingly, the assets acquired and the liabilities assumed were recorded at theirestimated fair value based on the date of acquisition. Goodwill from the acquisition principally relates to the Contingent Consideration as well as the excess value of assumedliabilities over the fair value of identified net assets. Since this transaction was a stock acquisition, goodwill is not tax deductible. At the date of acquisition, the preliminary purchase consideration consisted of cash, assumed liabilities and Contingent Consideration. The preliminary purchase price allocationis expected to be completed within 12 months after the acquisition date. The Contingent Consideration of $1,000,000 is non-interest bearing and was recorded at its estimatedfair value of $245,000 based on a probability-weighted valuation technique used to determine the fair value of the Contingent Consideration on the acquisition date. See Note 8– Fair Value Measurement for assumptions utilized in the estimate of fair value of the Contingent Consideration. The aggregate preliminary purchase price was allocated to theassets acquired and liabilities assumed as follows: Purchase Consideration:

Cash $ 1 Contingent consideration 245,000 Assumed liabilities 87,860

Total Purchase Consideration $ 332,861 Less:

Right of use assets 597,812 Non-current portion of lease liabilities (370,698 )Debt-free net working capital deficit (145,910 )

Fair Value of Identified Net Assets 81,204 Remaining Unidentified Goodwill Value $ 251,657

14



(UNAUDITED) 3. BUSINESS COMBINATION – CONTINUED The components of debt free net working capital are as follows: Current assets:

Cash $ 3,379 Accounts receivable 372,599 Prepaid expenses and other current assets 103,633

Total current assets $ 479,611 Less current liabilities:

Accounts payable 337,648 Current portion of lease liabilities 227,114 Accrued expenses and other current liabilities 60,759

Total current liabilities $ 625,521 Debt free net working capital deficit $ (145,910 ) The below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of BlueLA had occurred on January 1, 2019. The pro forma resultsare not indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually occurred at the beginning of fiscal year 2019 or (ii)future results of operations.

For the Nine Months Ended

September 30, 2020 2019 Revenues $ 4,107,080 $ 2,453,530 Net loss $ (11,915,295) $ (9,826,476) The above pro forma information includes pro forma adjustments to remove the effect of the following non-recurring transactions: 1) Gain of $15,550,263 recognized in the Seller’s results of operations during the nine months ended September 30, 2020 related to the forgiveness of debt associated with

liabilities to the Seller’s parent; 2) Interest expense of $164,946 and $236,146 recognized in the Seller’s results of operations during the nine months ended September 30, 2020 and 2019, respectively,

associated with the debt due to the Seller’s parent that was subsequently forgiven; and 3) Nonrecurring merger expenses of $17,535 recognized in the Company’s results of operations during the nine months ended September 30, 2020. As of the date of the acquisition and September 30, 2020, the Company expects to collect all contractual cash flows related to receivables acquired in the acquisition.Acquisition related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations. Acquisition-relatedcosts were $17,535 during the three and nine months ended September 30, 2020.

4. PREPAID EXPENSES AND OTHER CURRRENT ASSETS As of September 30, 2020, prepaid expenses and other current assets primarily consisted of alternative fuel credits of $164,647. As of December 31, 2019, alternative fuelcredits were $476,992. As of September 30, 2020 and December 31, 2019, the Company had a remaining purchase commitment of $3,263,440 and $3,156,629, respectively, which will becomepayable upon the supplier’s delivery of the charging stations. The purchase commitments were made primarily for future sales and deployments of these charging stations.

15



(UNAUDITED)

5. ACCRUED EXPENSES Accrued expenses consist of the following: September 30, 2020 December 31, 2019 (unaudited) Accrued host fees $ 116,930 $ 108,683 Accrued professional, board and other fees 334,882 40,518 Accrued wages 509,492 295,250 Warranty payable 12,000 12,000 Accrued income, property and sales taxes payable 364,531 417,669 Other accrued expenses 65,105 23,428 Total accrued expenses $ 1,402,940 $ 897,548 6. ACCRUED ISSUABLE EQUITY Accrued issuable equity consists of the following: September 30, 2020 December 31, 2019 (unaudited) Common stock $ 174,094 $ 252,584 Warrants 40,813 5,102 Total accrued issuable equity $ 214,907 $ 257,686 See Note 9 – Stockholders’ Equity for additional information.

16



(UNAUDITED)

7. NOTES PAYABLE On May 7, 2020, the Company received $855,666 in connection with a loan (the “PPP Loan”) under the CARES Act Paycheck Protection Program (the “PPP”). The PPPprovides for loans to qualifying businesses for amounts of up to 2.5 times their average monthly payroll expenses. The loan principal and accrued interest are forgivable, as longas the borrower uses loan proceeds for eligible purposes during the covered period following disbursement, such as payroll, benefits, rent, and utilities, and maintains its payrolllevels. The amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the covered period, subject to certain qualifications andexclusions. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%. The Company used PPP proceeds it received for purposes consistent withPPP criteria. While the Company believes its use of PPP loan proceeds should meet the conditions for forgiveness of the loan, it cannot provide assurance that it will not takeactions that may cause the Company to be ineligible for loan forgiveness in whole or in part or that PPP eligibility requirements may not change that would result in making theCompany or the Company’s use of the PPP proceeds ineligible. As of September 30, 2020, the Company had not received any notice of forgiveness of the PPP Loan. Once anamount is forgiven under the PPP Loan, the Company intends to recognize a gain on forgiveness of note payable in the period in which it obtained forgiveness. As of September30, 2020, the Company utilized all $855,666 of the proceeds of the PPP Loan. On June 5, 2020, the President signed into law the Payroll Protection Program Flexibility Act (“PPP Flexibility Act”) which made several critical changes to the PPP, which wascreated under the CARES Act. Under the act, the deferral period was extended to the date the lender received the forgiven amount from SBA. If the Company does not apply forloan forgiveness within 10 months following the end of the covered period, the deferral period will end on the date that is 10 months after the last day of the covered period.Following enactment of the CARES Act, SBA issued guidance requiring that no more than 25 percent of the forgiven amount be attributable to non-payroll costs. This meantthat if payroll costs did not account for at least 75 percent of the total costs eligible for forgiveness, then the borrower’s loan forgiveness would be capped at the 75 percent level.The PPP Flexibility Act loosens this requirement and increases the percentage for non-payroll costs to up to 40 percent. However, the actual language of the PPP Flexibility Actrequiring a borrower to use at least 60 percent of the loan amount for payroll costs. 8. FAIR VALUE MEASUREMENT Assumptions utilized in the valuation of Level 3 liabilities are described as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Risk-free interest rate 0.36% 1.47%-1.75% 0.16%-1.69% 1.47%-2.45%Contractual term (years) 6.00 1.00 - 5.00 1.00-8.00 1.00 - 10.00 Expected volatility 137% 118% - 139% 78%-138% 106% - 140%Expected dividend yield 0.00% 0.00% 0.00% 0.00% For the purposes of estimating the fair value of the Contingent Consideration as of the date of the acquisition and September 30, 2020, the Company utilized the followingassumptions: (i) a probability threshold of 25% that the Seller would satisfy the conditions of the Contingent Consideration and (ii) a 5% discount rate. See Note 3 – BusinessCombination for details.

17



(UNAUDITED)

8. FAIR VALUE MEASUREMENT – CONTINUED The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis: Contingetnt Consideration Beginning balance as of January 1, 2020 $ - Contingent consideration assumed in BlueLA acquisition 245,000 Change in fair value of contingent consideration - Ending balance as of September 30, 2020 245,000 Warrants Payable Beginning balance as of January 1, 2020 $ 5,102 Change in fair value of warrants payable 35,711 Ending balance as of September 30, 2020 $ 40,813 Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows: September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Alternative fuel credits $ - $ 164,647 $ - $ 164,647 Total assets $ - $ 164,647 $ - $ 164,647 Liabilities: Contingent consideration $ - $ - $ 245,000 $ 245,000 Warrants payable $ - $ - $ 40,813 $ 40,813 Total liabilities $ - $ - $ 285,813 $ 285,813 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Alternative fuel credits $ - $ 476,992 $ - $ 476,992 Marketable securities 3,150,332 - - 3,150,332 Total assets $ 3,150,332 $ 476,992 $ - $ 3,627,324 Liabilities: Warrants payable $ - $ - $ 5,102 $ 5,102 Total liabilities $ - $ - $ 5,102 $ 5,102

18



(UNAUDITED)

9. STOCKHOLDERS’ EQUITY AT-THE-MARKET OFFERING On April 17, 2020, the Company entered into a sales agreement (“Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”) to conduct an “at-the-market” equityoffering program (the “ATM”), pursuant to which the Company may issue and sell from time to time shares of its common stock having an aggregate offering price of up to$20,000,000 (the “Shares”) through the Agent. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell theShares from time to time, based upon the Company’s instructions. The Agent is entitled to an aggregate fixed commission of 3.0% of the gross proceeds from the Shares soldand the Company provided the Agent with customary indemnification rights. Sales of the Shares under the Sales Agreement are made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on theNasdaq Capital Market, at market prices or as otherwise agreed to with the Agent. A “shelf” registration statement on Form S-3 for the Shares was filed with the SEC, whichbecame effective on September 16, 2019, and a prospectus supplement thereto was filed with the SEC on April 17, 2020. Since April 17, 2020 and through September 30, 2020, the Company has sold an aggregate of 3,521,971 shares of common stock under the ATM program for aggregate grossproceeds of $18,953,323, less issuance costs of $737,109 which were recorded as a reduction to additional paid-in capital. As of September 30, 2020, $419,494 of net proceedshad not been received by the Company and was included as a subscription receivable on the accompanying balance sheet. Subsequent to September 30, 2020, the Companycollected the subscription receivable in full. Since April 17, 2020 and through November 11, 2020, the Company has sold 3,566,971 shares of common stock under the ATM program for aggregate gross proceeds ofapproximately $19.5 million. PREFERRED STOCK During the nine months ended September 30, 2020, a holder elected to convert 5,125 shares of Series D Convertible Preferred Stock into 1,642,628 shares of the Company’scommon stock at a conversion price of $3.12 per share. The Company determined that the Series D Convertible Preferred Stock did not include a beneficial conversion feature.There are no longer any currently outstanding shares of Series D Convertible Preferred Stock. COMMON STOCK During April 2020, the Company issued 47,542 shares of common stock with an aggregate issuance date fair value of $87,000 as compensation to certain officers of theCompany. During June 2020, the Company issued 10,000 shares of common stock with an aggregate issuance date fair value of $23,500 as compensation to a consultant. During July 2020, the Company issued 6,847 shares of common stock with an aggregate issuance date fair value of $46,560 as compensation to a consultant. See Note 9 – Stockholder’s Equity - Preferred Stock for details associated with the issuance of common stock in connection with the conversion of Series D ConvertiblePreferred Stock.

19



(UNAUDITED)

9. STOCKHOLDERS’ EQUITY – CONTINUED STOCK OPTIONS During April 2020, the Company granted five-year options to purchase an aggregate of 160,416 shares of common stock to executives with an exercise prices ranging from of$1.83-$2.01 per share. 54,325 options will vest one year from the date of grant, 53,433 options will vest the second year and 52,658 will vest the third year. The options had anaggregate grant date fair value of $180,000, which will be recognized over the vesting period. During June 2020, the Company granted five-year options to purchase an aggregate of 150,000 shares of common stock to executives with an exercise price of $2.20 per share.One-third of the options will vest on February 7, 2021, the second third will vest on February 7, 2022 and the final third will vest on February 7, 2023. The options had anaggregate grant date fair value of $298,911, which will be recognized over the vesting period. During September 2020, the Company granted five-year options to purchase an aggregate of 603 shares of common stock to employees with an exercise price of $9.14 pershare. The options vest on September 27, 2021. The options had an aggregate grant date fair value of $5,000, which will be recognized over the vesting period. STOCK WARRANTS During the nine months ended September 30, 2020, the Company issued 161,126 shares of common stock upon the cashless exercise of warrants. During the nine months ended September 30, 2020, the Company issued an aggregate of 34,403 shares of the Company’s common stock pursuant to the exercise of warrants atan exercise price of $4.25 per share for aggregate gross and net cash proceeds of $146,213 and $144,313, respectively. STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and nine months ended September 30, 2020 of$148,964 and $480,359, respectively, and for the three and nine months ended September 30, 2019 of $197,133 and $737,416, respectively, which is included withincompensation expense on the condensed consolidated statements of operations. As of September 30, 2020, there was $483,840 of unrecognized stock-based compensationexpense that will be recognized over the weighted average remaining vesting period of 1.04 years.

20



(UNAUDITED)

10. RELATED PARTY TRANSACTIONS TRANSACTIONS WITH PALISADES CAPITAL MANAGEMENT LLC Mr. Engel is currently a consultant to Palisades Capital Management LLC, which serves as an investment advisor with regard to the Company’s marketable securities portfolio.During the three and nine months ended September 30, 2020, the Company paid Palisades Capital Management LLC fees of $1,265 and $14,092, respectively. No fees werepaid during the three and nine months ended September 30, 2019. JOINT VENTURE The Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a newjoint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under the laws of Cyprus on the same date. The Company owns 40% of the Entity while theother three entities own 60% of the Entity. The Entity currently owns 100% of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the GreekEV market. There are currently no plans for the Company to make any capital contributions or investments. During the three and nine months ended September 30, 2020, theCompany recognized sales of approximately $0 and $272,964, respectively, to Hellas. No sales were recognized during the three and nine months ended September 30, 2019.As of September 30, 2020 and December 31, 2019, the Company had a receivable from Hellas of approximately $0 and $42,000, respectively. 11. LEASES OPERATING LEASES See Note 3 – Business Combination regarding details associated with lease agreements for (i) certain parking locations in connection with the City of Los Angeles Agreement. As of September 30, 2020, the Company had no leases that were classified as a financing lease. As of September 30, 2020, the Company did not have additional operating andfinancing leases that have not yet commenced. Total operating lease expenses for the three and nine months ended September 30, 2020 were $97,989 and $332,045, respectively, and for the three and nine months endedSeptember 30, 2019 were $40,762 and $151,694, respectively, and are recorded in other operating expenses on the condensed consolidated statements of operations. Supplemental cash flows information related to leases was as follows: For The Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 160,451 $ 151,694 Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 597,812 $ 266,103 Weighted Average Remaining Lease Term

Operating leases 2.24 1.79 Weighted Average Discount Rate

Operating leases 6.0% 6.0%

21



(UNAUDITED)

11. LEASES – CONTINUED OPERATING LEASES - CONTINUED Future minimum payments under non-cancellable leases as of September 30, 2020 were as follows: For the Years Ending December 31, Amount 2020 $ 114,421 2021 336,139 2022 249,320 2023 72,728

Total future minimum lease payments 772,608 Less: imputed interest (40,598)

Total $ 732,010 12. COMMITMENTS AND CONTINGENCIES JAMES CHRISTODOULOU LITIGATION SETTLEMENT As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2020, the litigation between the Company and its former Presidentpending in Miami-Dade County Court, State of Florida, James Christodoulou vs. Blink Charging Co. et al., has been settled for an aggregate sum of $400,000, of which$125,000 related to compensation related matters. As a result, the Company has recorded a loss on settlement of $400,000 within operating expenses on its condensedconsolidated statements of operations during the three and nine months ended September 30, 2020. LITIGATION AND DISPUTES In July 2017, the Company was sued by Zwick and Banyai PLLC and Jack Zwick. The case alleges a breach of contract and unjust enrichment for failure to pay invoices in theaggregate amount of $53,069 for services rendered, plus interest and costs. The Company is one of six defendants in the case. On October 26, 2018, the Company filed amended affirmative defenses. Following that, there was no record activity in the case and on September 20, 2019, the Court enteredits Notice of Lack of Prosecution and Order to Appear for Hearing on November 19, 2019. When Plaintiffs failed to appear for the hearing, the Court dismissed the case. Acouple of weeks later, Plaintiffs filed a motion to vacate the dismissal, asserting that they had moved offices in June of 2019, and were never provided notice of the hearing attheir new address. At the January 23, 2020 hearing on Plaintiffs’ motion to vacate, the Court vacated the dismissal over the objections of counsel and the case is once againpending. On January 31, 2020, the Company’s new attorney for this matter filed a notice of appearance and took over as defense counsel. On February 11, 2020, Jack Zwick and Zwick& Banyai PLLC each served a Request for Production of Documents on the Company, and Zwick & Banyai PLLC served a set of 14 Interrogatories. On July 20, 2020 theCompany settled this case for approximately $48,000. On July 24, 2020, the Company was dropped as a party from the case. On August 24, 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed in the United States DistrictCourt for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s ChiefFinancial Officer) (the “Bush Lawsuit”). The Bush complaint asserts that the defendants made materially false or misleading statements during the putative class period, andincludes claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Bush complaint does not quantify damages, but seeks to recover damages on behalfof investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020. The Bush complaint alleges, among other things, thatthe defendants made false or misleading statements about the number, accessibility and functionality of the charging stations in the Blink Network and Blink’s partnerships andexpansions with third parties. On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643,was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages (the “VittoriaLawsuit”). On October 1, 2020, the court consolidated the Vittoria Lawsuit with the Bush Lawsuit. The Company disputes these claims and intends to defend the consolidatedaction vigorously.

22



(UNAUDITED)

12. COMMITMENTS AND CONTINGENCIES – CONTINUED LITIGATION AND DISPUTES - CONTINUED On September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20-19815CA01, was filed inMiami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “Klein Lawsuit”). Blink isnamed as a nominal defendant. The Klein Lawsuit asserts that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, asa result, the Company will incur costs defending against the securities class action and other unidentified investigations. The Klein Lawsuit asserts claims against the Directordefendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust enrichment. Klein did not quantify the alleged damages in hiscomplaint, but he seeks damages sustained by the Company as a result of the defendants’ breaches of fiduciary duties, corporate governance changes, restitution anddisgorgement of profits from the defendants, and attorneys’ fees and other litigation expenses. The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling ona yet-to-be-filed motion to dismiss in the consolidated Bush Lawsuit. EMPLOYMENT AGREEMENTS DONALD ENGEL EMPLOYMENT AGREEMENT Effective January 9, 2020, Donald Engel, a member of the Company’s Board of Directors, entered into an employment agreement with the Company. The employmentagreement with Mr. Engel extends for a term expiring on January 9, 2021, subject to automatic renewal for two additional one-year periods if not otherwise previouslyterminated by either party. Pursuant to the employment agreement. The employment agreement provides that Mr. Engel will receive a base salary at an annual rate of $175,000for services rendered in such position. In addition, he will be eligible to earn stock options to purchase up to 700,000 shares of our common stock, in increments of 140,000options on each occasion that the Company executes an agreement for the sale or deployment of electric vehicle charging stations or ancillary eco-friendly energy products witha customer he has introduced to the Company. The stock options will have an exercise price equal to the closing market price of our common stock immediately prior to theissuance date, expire five years after the issuance date and be subject to the terms of the Company’s 2018 Incentive Compensation Plan. On January 20, 2020, the Companygranted immediately vested options to purchase an aggregate of 140,000 shares of common stock at an exercise price of $2.05 per share to the employee with a grant date fairvalue of $252,309, which was recognized during the nine months ended September 30, 2020.

The employment agreement provides for termination by the Company for cause upon conviction of a felony, misconduct resulting in significant economic or reputational harmto the Company, any act of fraud or a material breach of his obligations to us. Upon a change of control of the Company, Mr. Engel’s employment will terminate and he will beentitled to all unpaid and outstanding salary and expenses due through the termination date. The employment agreement also contains covenants restricting Mr. Engel fromengaging in any activities competitive with the Company’s business during the term of the employment agreement and two years thereafter and prohibiting him from disclosureof confidential information regarding us at any time. MICHAEL P. RAMA EMPLOYMENT AGREEMENT In February 2020, the Company entered into an Employment Offer Letter with Michael P. Rama. Pursuant to the Offer Letter, Mr. Rama agreed to devote his full businessefforts and time to the Company as its Chief Financial Officer. The Offer Letter extends for a term expiring on February 10, 2022 and is automatically renewable for anadditional one-year period. The Offer Letter provides that Mr. Rama is entitled to receive an annual base salary of $300,000, payable in regular installments in accordance withthe Company’s general payroll practices. Mr. Rama will be eligible for an annual performance cash bonus of 25% of his base salary based on the satisfaction of certain keyperformance indicators set with the Board’s Compensation Committee. Mr. Rama will be entitled to receive equity awards under the Company’s 2018 Incentive CompensationPlan with an aggregate annual award value equal to 50% of his base salary in the form of restricted stock and stock options. Mr. Rama also received a $50,000 cash signingbonus.

If Mr. Rama’s employment is terminated by the Company other than for Cause (which includes willful material misconduct and willful failure to materially perform hisresponsibilities to the Company), he is entitled to receive severance equal to up to 12 months of his base salary. If there is a buy-out or a “change of control,” Mr. Rama will alsobe entitled to obtain his base salary for a period of 12 months as a severance payment. Mr. Rama is entitled to vacation and other employee benefits in accordance with theCompany’s policies.

23



(UNAUDITED)

12. COMMITMENTS AND CONTINGENCIES – CONTINUED EMPLOYMENT AGREEMENTS – CONTINUED BRENDAN S. JONES EMPLOYMENT AGREEMENT The Company entered into an Employment Offer Letter, dated as of March 29, 2020, with Brendan S. Jones. Pursuant to the Offer Letter, Mr. Jones agreed to devote his fullbusiness efforts and time to the Company as its Chief Operating Officer. The Offer Letter extends for a two-year term expiring on April 20, 2022, and is automaticallyrenewable for an additional one-year period unless the Company provides notice of non-renewable prior to the initial termination date. The Offer Letter provides that Mr. Jonesis entitled to receive an annual base salary of $350,000, payable in regular installments in accordance with the Company’s general payroll practices. Mr. Jones is eligible for anannual performance cash bonus of 40% of his base salary based on the satisfaction of certain key performance indicators set with the Board’s Compensation Committee. Mr.Jones received a cash signing bonus of $55,000 and an equity signing bonus of $70,000 worth of the Company’s common stock, which vests on April 20, 2021 (provided he isnot terminated for Cause). If Mr. Jones’s employment is terminated by the Company other than for Cause (which includes willful material misconduct and willful failure to materially perform hisresponsibilities to the Company), he is entitled to receive severance equal to 12 months of his base salary or such lesser number of months actually worked. If there is a buy-outor a “change of control,” Mr. Jones will be entitled to obtain his base salary for a period of 12 months as a severance payment. Mr. Jones is also entitled to relocation assistancein an amount of up to $35,000, a car allowance of up to $1,000 per month, inclusive of insurance, and other employee benefits in accordance with the Company’s policies. WARRANTY The Company estimates an approximate cost of $160,000 to repair deployed chargers, which the Company owns as of September 30, 2020. 13. SUBSEQUENT EVENTS STOCK WARRANTS Subsequent to September 30, 2020, the Company issued an aggregate of 480,360 shares of the Company’s common stock pursuant to the exercise of warrants at an exerciseprice of $4.25 per share for aggregate gross of $2,041,530. COMMON STOCK Subsequent to September 30, 2020, the Company issued an aggregate of 45,000 shares of the Company’s common stock for aggregate net proceeds of $487,769 under theATM. Subsequent to September 30, 2020, the Company issued an aggregate of 18,687 shares of the Company’s common stock as compensation with an issuance date fair value of$187,884.

24

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition of Blink Charging Co. (together with its subsidiaries, “Blink” and the

“Company”) as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 should be read in conjunction with our financial statements andthe notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis ofFinancial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to Blink. This Quarterly Report contains forward-looking statements as that termis defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statementsrelate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions tobe made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,”“project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you thatthese statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond ourcontrol, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are notlimited to, the risks and uncertainties set forth under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as discussedelsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors.

At Blink Charging, our highest priority remains the safety, health and well-being of our employees, their families and our communities and we remain committed to

serving the needs of our customers. The Covid-19 pandemic is a highly fluid situation and it is not currently possible for us to reasonably estimate the impact it may have onour financial and operating results. We will continue to evaluate the impact of the Covid-19 pandemic on our business as we learn more and the impact of Covid-19 on ourindustry becomes clearer.

Any one or more of these uncertainties, risks and other influences, as well as our inability to avail ourselves of the loan forgiveness provisions of the PPP Loan, could

materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance andachievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake noobligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. Overview

We are a leading owner, operator and supplier of proprietary electric vehicle (“EV”) charging equipment and networked EV charging services. We serve both

residential and commercial EV charging settings, enabling EV drivers to easily recharge at various location types. Our principal line of products and services is our Blink EV charging network (the “Blink Network”) and EV charging equipment (also known as electric vehicle

supply equipment) and EV related services. Our Blink Network consists of proprietary cloud-based software that operates, maintain, and tracks all of the Blink EV chargingstations and the associated charging data. The Blink Network provides property owners, managers and parking companies, who we refer to as our “Property Partners,” withcloud-based services that enable the remote monitoring and management of EV charging stations payment processing and provide EV drivers with vital station informationincluding station location, availability and applicable fees.

We offer our Property Partners a range of business models for EV charging equipment and services that generally fall into one of the three business models below.

● In our comprehensive turnkey business model, we own and operate the EV charging equipment, undertake and manage the installation, maintenance and related services,and we keep substantially all of the EV charging revenue.

● In our hybrid business model, the Property Partner incurs the installation costs, while we provide the charging equipment. We operate and manage the EV charging

station and provide connectivity of the charging station to the Blink Network. As a result, we share a greater portion of the EV charging revenue with the PropertyPartner than under the turnkey model above.

● In our host-owned business model, the Property Partner purchases, owns and manages the Blink EV charging station, incurs the installation costs of the equipment, while

we provide site recommendations, connectivity to the Blink Network and optional maintenance services, and the Property Partner keeps substantially all of the EVcharging revenue.

25

● In our Blink-as-a-service model, we own and operate the EV charging station, while the Property Partner incurs the installation cost. We operate and manage the EV

charging station and the Property Partner pays Blink a fixed monthly fee and keeps all the charging revenues less network connectivity and processing fees.

We have strategic partnerships across numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels, mixed-use, municipallocations, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums,supermarkets, transportation hubs, and workplace locations. As of September 30, 2020, the Company had deployed 15,716 charging stations, of which 6,944 were on the BlinkNetwork (5,512 Level 2 commercial charging units, 101 DC Fast Charging EV chargers, and 1,331 residential Level 2 Blink EV charging units), and the remainder non-networked or on other networks (239 Level 2 commercial charging units, 8,333 residential Level 2 Blink EV charging stations and 200 charging stations acquired with theBlueLA acquisition).

As reflected in our unaudited condensed consolidated financial statements, as of September 30, 2020, we had cash, working capital and an accumulated deficit of$14,863,434, $12,983,846, and $179,409,943, respectively. During the three and nine months ended September 30, 2020, we incurred a net loss of $3,914,349 and $9,904,962,respectively. During the nine months ended September 30, 2020, we used cash in operating activities of $10,157,011. We have not yet achieved profitability.

Recent Developments Business Combination

On September 11, 2020, the Company’s wholly-owned subsidiary, Blink Mobility, LLC (the “Purchaser”), entered into an Ownership Interest Purchase Agreement(the “Agreement”) with Blue Systems USA, Inc. (the “Seller”), and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC(“BlueLA”).

The consideration by the Purchaser for the acquisition of BlueLA includes: (a) a cash payment of $1.00, which was paid to the Seller at closing, and (b) in the event

BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California, a cash payment to the Seller of $1,000,000, payable within three businessdays after such amendment. The amendment to the carsharing services agreement with the City of Los Angeles must be obtained by BlueLA no later than December 31, 2020,subject to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser by the December 31, 2020 deadline its approval of themodifications to the carsharing services agreement, as more particularly outlined in the Agreement. The total consideration paid or payable by the Purchaser excludes transactioncosts. The Company has agreed to guaranty the performance of the Purchaser’s obligations under the Agreement as an inducement for the Seller to enter into the Agreement.

At-the-Market Offering

On April 17, 2020, we entered into a Sales Agreement (“Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”) to conduct an “at-the-market” equityoffering program (the “ATM”) pursuant to which we may issue and sell from time to time shares of our common stock having an aggregate offering price of up to $20,000,000(the “Shares”) through the Agent, as our sales agent.

Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon our

instructions. We have provided the Agent with customary indemnification rights, and the Agent will be entitled to an aggregate fixed commission of 3.0% of the gross proceedsfrom the Shares sold.

Sales of the Shares under the Sales Agreement are made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act

of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed to withthe Agent.

A “shelf” registration statement on Form S-3 for the Shares was filed with the SEC, which became effective on September 16, 2019, and a prospectus supplement

thereto was filed with the SEC on April 17, 2020. We currently anticipate using the net proceeds from the sale of our shares of common stock under the ATM program to supplement our operating cash flows to fund

EV charging station deployment and our acquisition growth plan. We also plan to use any remaining proceeds we receive for working capital and other corporate purposes.Other corporate purposes include amounts required to pay for continuing product development expenses, salaries, professional fees, public reporting costs, office-relatedexpenses and other corporate expenses, including overhead. The amounts and timing of our use of the net proceeds will depend on a number of factors, such as the timing andprogress of our EV charging station deployment efforts, the timing and progress of any partnering and collaboration efforts and technological advances. Our management hasbroad discretion in the timing and application of these proceeds. Pending use of the proceeds as described above, we intend to invest the proceeds in a variety of capitalpreservation investments, including short term, interest bearing, investment grade instruments and U.S. government securities.

26

Since April 17, 2020 and through November 11, 2020, the Company has sold 3,566,971 shares of common stock under the ATM program for aggregate grossproceeds of approximately $19.5 million.

COVID-19

We believe the coronavirus COVID-19 (“COVID-19”) global pandemic has not had a significant adverse impact on our results for the three and six months endedSeptember 30, 2020. We continue to receive orders for our products, although some shipments of equipment have been temporarily delayed. Furthermore, we experienced whatwe expect is a temporary reduction in the usage of our charging stations, which resulted in a decrease in our charging service revenue. We are maintaining regular contact, viatelephone and other electronic means, with our customers and suppliers and do not currently expect any material change in overall demand for our products. We are complyingwith federal, state and local health guidelines regarding safety procedures. These procedures include, but are not limited to, social distancing, remote working andteleconferencing. The extent of the future impact of the COVID-19 pandemic on our business is uncertain and difficult to predict. Capital markets and the U.S. economy havealso been significantly impacted by the pandemic and it is possible that it could result in an economic recession. Adverse economic and market conditions as a result of COVID-19 could also adversely affect the demand for our products and services and may also impact the ability of our customers to satisfy their obligations to us. If the pandemiccontinues to cause significant negative impacts to economic conditions, our results of operations, financial condition and liquidity could be adversely impacted. See Part II, Item1A, Risk Factors. Consolidated Results of Operations Three Months Ended September 30, 2020 Compared With Three Months Ended September 30, 2019 Revenues

Total revenue for the three months ended September 30, 2020 increased by $140,974, or 18%, to $905,460 compared to $764,486 during the three months endedSeptember 30, 2019.

Charging service revenue from Company-owned and operated charging stations was $162,654 for the three months ended September 30, 2020 as compared to

$317,990 for the three months ended September 30, 2019, a decrease of $155,336, or 49%. The decrease was primarily attributable to the decrease in utilization as a result ofCOVID-19.

Revenue from product sales was $556,859 for the three months ended September 30, 2020 compared to $319,254 during the three months ended September 30, 2019,

an increase of $237,605, or 74%. This increase was attributable to increased sales of Generation 2 chargers, DC fast chargers and home residential chargers when compared tothe same period in 2019.

Network fee revenues were $100,298 for the three months ended September 30, 2020 compared to $80,116 for the three months ended September 30, 2019, an

increase of $20,182, or 25%. The increase was primarily attributable to an increase in the billings and invoicing to Property Partners in the third quarter of 2020 compared to thesame period in 2019.

Warranty revenues were $13,950 for the three months ended September 30, 2020 compared to $8,400 for the three months ended September 30, 2019, an increase of

$5,550, or 66%. The increase was primarily attributable to an increase in warranty and maintenance agreements entered into during the three months ended September 30, 2020compared to the same period in 2019.

Grant and rebate revenues were $2,580 during the three months ended September 30, 2020, compared to $4,578 during the three months ended September 30, 2019, a

decrease of $1,998, or 44%. Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner consistent with the depreciation expenseof the related assets over their useful lives. The 2020 revenue was related to the amortization of previous years’ grants.

Other revenue increased by $34,971 to $69,119 for the three months ended September 30, 2020 as compared to $34,148 for the three months ended September 30,

2019. The increase was primarily attributable to revenues generated from BlueLA acquired during September 2020, as well as higher Low Carbon Fuel Standard (LCFS) creditsgenerated during the three months ended September 30, 2020 compared to the same period in 2019. We generate these credits from the electricity utilized by our electric carcharging stations as a byproduct from our charging services in the states of California and Oregon. The value of the credits is subject to market conditions and our current policyis to sell the credits generated every one to two years as market conditions permit.

27

Cost of Revenues

Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity

charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the threemonths ended September 30, 2020 were $538,825 as compared to $643,239 for the three months ended September 30, 2019, a decrease of $104,414, or 16%. There is a degreeof variability in our costs in relation to our revenues from period to period, primarily due to:

● electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements; ● revenue share payments are predicated on the contractual obligation under the Property Partner agreement and the revenue generated by the applicable chargers; ● cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period; ● network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue; ● provisions for excess and obsolete inventory; and ● warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.

Cost of charging services-company-owned charging stations (electricity reimbursements) increased by $72,853 to $120,280 for the three months ended September 30,

2020 as compared to $47,427 for the three months ended September 30, 2019. The increase in 2020 was attributable to the mix of charging stations generating charging servicerevenues subject to electricity reimbursement.

Host provider fees decreased by $73,776, or 67%, to $36,852 during the three months ended September 30, 2020 as compared to $110,628 during the three months

ended September 30, 2019. This decrease was a result of the mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partnerhosts pursuant to their agreements, as well as a reduction in the usage of charging stations as a result of COVID-19.

Cost of product sales decreased by $211,146, or 86%, from $246,071 for the three months ended September 30, 2019 as compared to $34,925 for the three months

ended September 30, 2020. The decrease is primarily due to the reduction in the provision for excess and obsolete inventory of $290,533 relating to the increased sales ofresidential home charger units partially offset by increases in product sales of Generation 2, DC fast chargers and home residential chargers during the three months endedSeptember 30, 2020 compared to the same period in 2019. The three months ended September 30, 2019 included a provision for excess and obsolete inventory of $63,235relating to non-Generation 2 inventory that was not being sold/utilized.

Network costs increased by $58,290 or 121%, to $106,387 during the three months ended September 30, 2020 as compared to $48,097 during the three months ended

September 30, 2019. The increase was a result of increased connectivity costs of members on the network. Warranty and repairs and maintenance costs decreased by $47,528, or 31%, to $104,690 during the three months ended September 30, 2020 from $152,218 during the

three months ended September 30, 2019. The decrease was attributable to significant efforts expended in 2019 to reduce the backlog in warranty cases. Depreciation and amortization expense increased by $96,893, or 250%, to $135,691 for the three months ended September 30, 2020 as compared to $38,798 for the

three months ended September 30, 2019, as the Company had increased capital expenditures during the 2020 period.

Operating Expenses Compensation expense increased by $816,268, or 47%, to $2,543,755 (consisting of approximately $2.4 million of cash compensation and benefits and approximately

$0.1 million of non-cash compensation) for the three months ended September 30, 2020. Compensation expense was $1,727,487 (consisting of approximately $1.5 million ofcash compensation and benefits and approximately $0.2 million of non-cash compensation) for the three months ended September 30, 2019. The increase in compensationexpense for the three months ended September 30, 2020 compared to the same period in 2019 is primarily related to increases in personnel and compensation in executive,marketing, sales and operations departments as a result of the anticipated growth of the Company. Also contributing to the increase in compensation expense was $125,000related the settlement of a legal matter.

General and administrative expenses increased by $687,597, or 151%, to $1,143,476 for the three months ended September 30, 2020 from $455,879 for the threemonths ended September 30, 2019. The increase was primarily attributable to increases in legal, investor relations and consulting fees of $388,956. Also contributing to theincrease in general and administrative expenses is $275,000 related to the settlement of a legal matter.

28

Other operating expenses decreased by $133,754, or 18%, to $592,279 for the three months ended September 30, 2020 from $726,033 for the three months endedSeptember 30, 2019. The decrease was primarily attributable to a reduction in travel expenses as a result of COVID-19 partially offset by increases in rent related to our largercorporate offices in Miami Beach, and increases in insurance and software expenses.

Other Income (Expense)

Other income decreased by $166,637 from $165,163 for the quarter ended September 30, 2019 to expense of ($1,474) for the quarter ended September 30, 2020.During the quarter ended September 30, 2019, we settled accounts payable resulting in a gain of $93,000. During the quarter ended September 30, 2019, we realized net incomeof $73,000 from our cash and marketable securities portfolio.

Net Loss

Our net loss for the three months ended September 30, 2020 increased by $1,291,360, or 49%, to $3,914,349 as compared to $2,622,989 for the three months endedSeptember 30, 2019. The increase was primarily attributable to an increase in compensation expense and general and administrative expenses.

Nine Months Ended September 30, 2020 Compared With Nine Months Ended September 30, 2019 Revenues

Total revenue for the nine months ended September 30, 2020 was $3,776,934, compared to $2,057,704 for the nine months ended September 30, 2019, an increase of$1,719,230, or 84%.

Charging service revenue for company-owned charging stations was $569,528 for the nine months ended September 30, 2020 compared to $937,870 for the nine

months ended September 30, 2019, a decrease of $368,342, or 39%. The decrease was primarily attributable to the decrease in usage of charging stations as a result of COVID-19.

Revenue from product sales was $2,608,636 for the nine months ended September 30, 2020, compared to $704,472 for the nine months ended September 30, 2019, an

increase of $1,904,164, or 270%. This increase was attributable to increased sales of Generation 2 chargers, DC fast chargers and home residential chargers when compared tothe same period in 2019.

Warranty revenue was $30,429 for the nine months ended September 30, 2020, compared to $44,192 for the nine months ended September 30, 2019, a decrease of

$13,763, or 31%. The decrease was primarily attributable to a decrease in warranty contracts sold for the nine months ended September 30, 2020 compared to the same period in2019.

Grant and rebate revenues were $11,071 for the nine months ended September 30, 2020, compared to $17,817 for the nine months ended September 30, 2019, a

decrease of $6,746, or 38%. Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner consistent with the depreciation expenseof the related assets over their useful lives. The ability to secure grant revenue is typically unpredictable and, therefore, uncertain. The 2020 revenue was related to theamortization of previous years’ grants.

Other revenue increased by $207,734 to $330,142 for the nine months ended September 30, 2020, compared to $122,408 for the nine months ended September 30,

2019. The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the nine months ended September 30, 2020 compared to thesame period in 2019. We generate these credits from the electricity utilized by our electric car charging stations as a byproduct from our charging services in the states ofCalifornia and Oregon. The value of the credits is subject to market conditions and our current policy is to sell the credits generated every one to two years as market conditionspermit. Cost of Revenues

Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold (including

commissions), connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the nine months ended September 30, 2020 was $2,687,697, compared to $1,567,955 for the nine months ended September 30, 2019, an increase

of $1,119,742, or 71%. There is a degree of variability in our costs in relation to our revenues from period to period, primarily due to:

● electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

29

● revenue share payments are predicated on the contractual obligation under the Property Partner agreement and the revenue generated by the applicable chargers; ● cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period; ● network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue; ● Provisions for excess and obsolete inventory; and ● warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.

Cost of charging services for Company-owned charging stations (electricity reimbursements) increased by $71,329 to $185,768 for the nine months ended September

30, 2020, compared to $114,439 for the nine months ended September 30, 2019, or 62%. The increase in 2020 was attributable to the mix of charging stations generatingcharging service revenues subject to electricity reimbursement.

Host provider fees decreased by $123,337, or 45%, to $150,367 during the nine months ended September 30, 2020, compared to $273,704 for the nine months ended

September 30, 2019. This decrease was a result of the mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hostspursuant to their agreements, as well as a reduction in the utilization due to COVID-19.

Cost of product sales increased by $879,610, or 161%, from $547,191 for the nine months ended September 30, 2019, compared to $1,426,801 for the nine months

ended September 30, 2020. The increase is primarily due to the increase in product sales of Generation 2, DC fast chargers and home residential chargers during the ninemonths ended September 30, 2020 compared to the same period in 2019. Furthermore, the nine months ended September 30, 2020 included a reduction in the provision forexcess and obsolete inventory of $282,887 relating to the increased sales of residential home charger units. The nine months ended September 30, 2019 included a provision forexcess and obsolete inventory of $184,469 relating to non-Generation 2 inventory that was not being sold/utilized.

Network costs increased by $252,386 or 119%, to $464,009 for the nine months ended September 30, 2020, compared to $211,623 for the nine months endedSeptember 30, 2019. The increase was a result of the increase in charging stations on our network and costs incurred related to the upgrading of our network system ascompared to the same period in 2019.

Warranty and repairs and maintenance costs decreased by $87,300, or 27%, to $237,333 for the nine months ended September 30, 2020 from $324,633 for the nine

months ended September 30, 2019. The decrease was attributable to significant efforts expended in previous periods to reduce the backlog in warranty cases.

Depreciation and amortization expense increased by $127,054 or 132%, to $223,419 for the nine months ended September 30, 2020, compared to $96,365 for the ninemonths ended September 30, 2019, as additional underlying assets became active on our network during the second half of 2019 and early 2020. Operating Expenses

Compensation expense increased by $1,958,946, or 39%, from $5,005,014 (consisting of approximately $4.4 million of cash compensation and approximately $0.6

million of non-cash compensation) for the nine months ended September 30, 2019, to $6,963,960 (consisting of approximately $6.5 million of cash compensation andapproximately $0.5 million of non-cash compensation) for the nine months ended September 30, 2020. The increase in compensation expense for the three months endedSeptember 30, 2020 compared to the same period in 2019 is primarily related to increases in personnel and compensation in executive, marketing, sales and operationsdepartments as a result of the anticipated growth of the Company. Also contributing to the increase in compensation expense was $125,000 related the settlement of a legalmatter.

General and administrative expenses increased by $1,261,942, or 105%, from $1,198,070 for the nine months ended September 30, 2019 to $2,460,012 for the nine

months ended September 30, 2020. The increase was primarily attributable to increases in legal, investor relations and consulting fees of $781,384. Also contributing to theincrease in general and administrative expenses was $275,000 related to the settlement of a legal matter.

Other operating expenses decreased by $154,729 or 9%, from $1,773,626 for the nine months ended September 30, 2019 to $1,618,897 for the nine months endedSeptember 30, 2020. The decrease is primarily attributable to a reduction in travel expenses as a result of COVID-19 partially offset by increases in rent related to our largercorporate offices in Miami Beach, and increases in insurance and software expenses. Other Income (Expense)

Other income decreased by $684,455 from $733,125 for the nine months ended September 30, 2019 to $48,670 for the nine months ended September 30, 2020.

During the nine months ended September 30, 2019, we settled accounts payable resulting in a gain of $254,000 and $360,000 of notes payable, inclusive of accrued interest tothe former members of 350 Green in exchange for the cancellation of the notes, the return of 8,066 shares of our common stock and the payment of $50,000 in 2018 to theformer members of 350 Green, resulting in a gain of $310,000. Additionally, we realized net investment income from our cash and marketable securities portfolio of $240,000,and an increase market value of Low Carbon Fuel Standard credits of $21,000.

30

Net (Loss) Income

Our net loss for the nine months ended September 30, 2020 increased by $3,151,126, or 47%, to $9,904,962 as compared to net income of $6,753,836 for the ninemonths ended September 30, 2019. The increase was primarily attributable to an increase in compensation expense and general and administrative expenses. Liquidity and Capital Resources

We measure our liquidity in a number of ways, including the following:

September 30, 2020 December 31, 2019 (unaudited) Cash $ 14,863,434 $ 4,168,837 Working Capital $ 12,983,846 $ 5,791,444 Notes Payable (Gross) $ 868,553 $ 10,000

During the nine months ended September 30, 2020, we financed our activities from proceeds derived from debt and equity financings. A significant portion of the

funds raised from the sale of capital stock has been used to cover working capital needs and personnel, office expenses and various consulting and professional fees. For the nine months ended September 30, 2020 and 2019, we used cash of $10,157,011 and $7,374,412, respectively, in operations. Our cash use for the nine months

ended September 30, 2020 was primarily attributable to our net loss of $9,904,962, adjusted for net non-cash expenses in the aggregate amount of $750,318, and $1,002,367 ofnet cash used in changes in the levels of operating assets and liabilities. Our cash used for the nine months ended September 30, 2019 was primarily attributable to our net lossof $6,753,836, adjusted for net non-cash income in the aggregate amount of $454,163, and by $1,074,739 of net cash used in changes in the levels of operating assets andliabilities.

During the nine months ended September 30, 2020, net cash provided by investing activities was $2,096,521, of which $2,773,816 was provided in connection with the

sale of marketable securities and $680,673 was used to purchase charging stations and other fixed assets. $1 was used as purchase consideration in connection with the BlueLAacquisition and, in connection with the business combination, the Company acquired $3,379 of cash. During the nine months ended September 30, 2019, cash used in investingactivities was $177,418, which was used to purchase charging stations and other fixed assets.

During the nine months ended September 30, 2020, net cash provided financing activities was $18,782,907, of which $855,666 was attributable to proceeds from our

PPP loan, $17,835,886 was attributable to the net proceeds from the sale of common stock under our ATM program and $144,313 was attributable to the net proceeds fromwarrant exercises, partially offset by $52,958 used to pay down our liability in connection with internal use software. There was no cash provided by financing activities for thenine months ended September 30, 2019.

As of September 30, 2020, we had cash, working capital and an accumulated deficit of $14,863,434, $12,983,846 and $179,409,943, respectively. During the three and

nine months ended September 30, 2020, we incurred a net loss of $3,914,349 and $9,904,962, respectively. During the nine months ended September 30, 2020, we used cash inoperating activities of $10,157,011.

We have not yet achieved profitability and expect to continue to incur cash outflows from operations. It is expected that our operating expenses will continue to

increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability. Historically, we have been able to raise funds to support ourbusiness operations, although there can be no assurance, we will be successful in raising significant additional funds in the future. The Company expects that its cash on handwill fund its operations for at least 12 months after from the issuance date of the financial statements included in this report.

Since inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access to capital resourcesand continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. There is alsono assurance that the amount of funds we might raise will enable us to complete our development initiatives or attain profitable operations.

31

Our operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital expenditures. Our future capitalrequirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our products and services, competingtechnological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complementour product and service offerings.

Critical Accounting Policies

For a description of our critical accounting policies, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Recently Issued Accounting Standards For a description of our recently issued accounting standards, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on

Form 10-Q.

Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose

entities” (SPEs). ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not required to provide the information required by this Item because we are a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures

As of September 30, 2020, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision and with theparticipation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under theExchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated andcommunicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2020, our disclosure controls and procedures werenot effective due to the material weaknesses in our internal control over financial reporting as discussed in Item 9A. Controls and Procedures – in the Company’s Form 10-K forthe fiscal year ended December 31, 2019, under the heading “Management’s Report on Internal Control Over Financial Reporting” and that continued to exist as of September30, 2020. However, as part of its ongoing remediation initiative and with the help of an outside firm, management continued to commit substantial resources to documenting andevaluating our internal controls during the quarter as reflected below: Remediation in progress:

(a) Upon the establishment of a Disclosure Controls Committee, meetings are now convened, conducted and documented with the active participation of Committee

members and other members of management. (b) Upon implementing enhanced disclosure controls and procedures across the organization, well-structured disclosure questionnaires are circulated to a select group

of financial and operating management personnel and each quarter responses are received, tabulated and acted upon. (c) Upon the preparation of the audited financial statements for the year ended December 31, 2019, the Company has since updated its scoping and financial risk

assessment for 2020 SOX compliance and will continue to do so periodically as necessary.

32

(d) Management has designed and implemented its policies and procedures relating to the review, approval and reporting of transactions pertaining to related parties. (e) Management has finalized and put into effect its human resource policies, accounting policies and has prepared a set of identified Information Technology and

Security related policies. (f) Management has since finalized the design for monitoring internal controls on a continuous basis and the process owners and sub-process owners are reviewing and

understanding their respective internal control environments through the business process narratives and risk and control matrices and will hold themselves accountable for anyongoing changes in the design of such controls. The process owners will regularly update their documentation based on any significant ongoing changes to their processes.

(g) Management has since finalized the design and is evaluating the internal controls over: (i) review, approval and documentation of material journal entries including

those involving estimates and judgments; (ii) periodic reconciliation and review of significant accounts including accruals, prepayments, right of use assets and operatingliabilities in order to ensure their completeness, timeliness and accuracy; and (iii) analytical procedures to detect any material misstatements to the financial statements. Wherepracticable, Management has implemented the above-mentioned internal controls.

(h) Management has since finalized the design and is evaluating the internal controls over formal approval and review mechanism (including in its recently

implemented ERP System, NetSuite), and expects to leverage the benefits of more automated controls. (i) Management is reviewing the design and is evaluating the internal controls within various business and entity-level processes including segregation of duties among

personnel, to the extent practicable given the size of the organization and the need for personnel to work remotely from home due to the pandemic, in order to separate theinitiation and execution of transactions and custody of assets having due regard to its flat organization structure and its recent implementation of NetSuite.

(j) Management is reviewing the design and is evaluating internal controls relating to review of Service Organization Control reports and related user control

considerations. Where practicable, Management has implemented the above-mentioned internal controls. (k) Management is reviewing the design and is evaluating its internal controls over logical access management including providing, withdrawing and restricting access

appropriately. (l) Management is reviewing the design and is evaluating its internal controls over changes to master files/ tables relating to accounts payable, accounts receivable,

indirect taxes, current assets, inventory, fixed assets and general ledger. Additionally, during the first quarter of 2020, the Company hired a CFO who, as the key process owner for internal controls over financial reporting, continues to

review and approve journal entries, the periodic interim financial statements and the underlying schedules and disclosures. In addition, the CFO is providing purposefulleadership of the ongoing remediation initiative by coordinating with the external consultants and other process owners and providing regular updates to the Audit Committee. Remediation and actions that will commence soon

Upon management’s completion of its evaluation of the design of the remediation of control weaknesses and evaluation of the related internal controls as outlined

above, we will implement and monitor the remediation. Management has started the process of validating the operational effectiveness of (a) the key internal controls forming part of the identified business processes and

within the recently implemented NetSuite accounting system; and (b) the internal controls that are put in place as part of the ongoing remediation initiative. Management expects to make and report continuous progress in the effective remediation of the identified material weaknesses.

Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosurecontrols and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgmentin evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

Except the above, there were no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rule 13a-15(d) or 15d-

15(d) of the Exchange Act during the quarter ended September 30, 2020, that materially affected, or are reasonably likely to materially affect, our internal control over financialreporting.

33

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS. As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2020, the litigation between the Company and its former

President pending in Miami-Dade County Court, State of Florida, James Christodoulou vs. Blink Charging Co. et al., has been settled. For a description of our legal proceedings, see Note 12 – Commitments and Contingencies – Litigation and Disputes in Part 1, Item 1 of this Quarterly Report on Form

10-Q.

ITEM 1A. RISK FACTORS.

In addition to the information set forth under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2019, the information set forth atthe beginning of Management’s Discussion and Analysis entitled “Special Note Regarding Forward-Looking Information,” and updates noted below, you should consider thatthere are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial conditionor results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of theirinvestment. These risk factors may not identify all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currentlyconsider to be immaterial to our operations. We have a history of substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability our financial condition could suffer.

We have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred net losses of approximately

$3.9 million for the quarter ended September 30, 2020. As of September 30, 2020, we had net working capital of approximately $13.0 million and an accumulated deficit ofapproximately $179.4 million. We have not yet achieved profitability. Historically, we have been able to raise funds to support our business operations. Since April 17, 2020and through November 11, 2020, we have sold 3,566,971 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds ofapproximately $19.5 million. We believe we have access to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will beable to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us to complete our developmentinitiatives or attain profitable operations.

If our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability and our financial

condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve profitability in the future, we may not be able to sustainprofitability in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levelsare achieved, we may need to borrow additional funds or sell our debt or equity securities, or some combination of both, to provide funding for our operations. Such additionalfunding may not be available on commercially reasonable terms, or at all.

Our business and results of operations will be, and our financial condition may be, impacted by the outbreak of Covid-19 and such impact may be significant.

The global spread of the novel coronavirus (Covid-19) has created significant volatility, uncertainty and economic disruption. The extent to which the coronavirus

pandemic will impact our business, operations and financial results is uncertain and will depend on numerous evolving factors that we may not be able to accurately predict,including:

● the duration and scope of the pandemic; ● governmental, business and individual actions taken in response to the pandemic and the impact of those actions on national and global economic activity; ● the actions taken in response to economic disruption; ● the impact of business disruptions and reductions in employment levels on our customers and the resulting impact on their demand for our EV charging equipment

and related services; ● the increase in business failures among businesses that we serve and with which we collaborate; ● our customers’ ability to pay for our EV charging equipment and related services; and ● our ability to provide our EV charging equipment and related services, including as a result of our employees or our customers working remotely and/or closures of

offices and facilities.

34

Any of these factors could cause or contribute to the risks and uncertainties identified in our Annual Report on Form 10-K for the year ended December 31, 2019 andcould significantly affect our business, financial condition and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results ofOperations - Recent Developments; COVID-19” regarding the current impact of Covid-19 on our company. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarterly period ended September 30, 2020, there have been no unregistered sales of equity securities that have not been previously disclosed in a Current

Report on Form 8-K.

ITEM 6. EXHIBITS

Exhibit Number Exhibit Description Form Exhibit Filing Date Herewith

2.1 Ownership Interest Purchase Agreement, dated as of September 11, 2020, by andbetween Blue Systems USA, Inc. and Blink Mobility, LLC.

8-K 2.1 09/17/2020

3.1 Articles of Incorporation, as amended most recently on August 17, 2017. 10-K 3.1 04/17/2018 3.2 Bylaws, as amended most recently on January 29, 2018. 10-K 3.2 04/17/2018 4.1 Warrant Agency Agreement by and between the Company and Worldwide Stock

Transfer, LLC and Form of Warrant Certificate for Registered Offering. 8-K 4.1 02/21/2018

4.2 Form of Common Stock Purchase Warrant dated April 9, 2018. 8-K 4.1 04/19/2018 31.1 Rule 13a-14(a) Certification of Principal Executive Officer. X31.2 Rule 13a-14(a) Certification of Principal Financial Officer. X32.1* Section 1350 Certification of Principal Executive Officer. X32.2* Section 1350 Certification of Principal Financial Officer. X

101.INS XBRL Instance. X101.XSD XBRL Schema. X101.PRE XBRL Presentation. X101.CAL XBRL Calculation. X101.DEF XBRL Definition. X101.LAB XBRL Label. X

+ Compensatory plan or arrangement. * In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

35

https://www.sec.gov/Archives/edgar/data/1429764/000149315220017980/ex2-1.htm





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto dulyauthorized. Date: November 13, 2020 BLINK CHARGING CO. By: /s/ Michael D. Farkas Michael D. Farkas Chairman of the Board and Chief Executive Officer

(Principal Executive Officer) Date: November 13, 2020 By: /s/ Michael P. Rama Michael P. Rama Chief Financial Officer

(Principal Financial and Accounting Officer)

36

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Michael D. Farkas, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Blink Charging Co.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,

results of operations and cash flows of the registrant as of, and for, the periods present in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the

disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s

auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial

reporting. By: /s/ Michael D. Farkas Michael D. Farkas Chairman of the Board and Chief Executive Officer (Principal Executive Officer) November 13, 2020

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Michael P. Rama, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Blink Charging Co.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,

results of operations and cash flows of the registrant as of, and for, the periods present in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the

disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s

auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial

reporting. By: /s/ Michael P. Rama Michael P. Rama Chief Financial Officer (Principal Financial and Accounting Officer) November 13, 2020

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Blink Charging Co. (the “Company”) on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Michael D. Farkas, Chairman, Chief Executive Officer and Principal Executive Officer of the Company, certifies tothe best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that: 1. Such Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act

of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, fairly presents, in all material respects, the financial conditionand results of operations of Blink Charging Co.

By: /s/ Michael D. Farkas Michael D. Farkas Chairman of the Board and Chief Executive Officer (Principal Executive Officer) November 13, 2020

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Blink Charging Co. (the “Company”) on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Michael P. Rama, Chief Financial Officer and Principal Financial and Accounting Officer of the Company, certifiesto the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that: 1. Such Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act

of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, fairly presents, in all material respects, the financial conditionand results of operations of Blink Charging Co.

By: /s/ Michael P. Rama Michael P. Rama Chief Financial Officer (Principal Financial and Accounting Officer) November 13, 2020